NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo 6 January 2025: Reference is made to the stock exchange announcements made by XXL ASA ("XXL" or the "Company") on 6 November 2024 and 19 November 2024 regarding (i) the Company's NOK 600 million fully underwritten rights issue, and (ii) an alternative transaction structure whereby a newly established and wholly owned subsidiary of XXL (XXL Holding ASA) that will that will have acquired materially all assets, rights and liabilities of the Company as contribution in kind will be raising new equity (the "Alternative Rights Issue"), respectively.
XXL is pleased to announce that the largest shareholders of the Company have agreed to the terms and conditions of a fully underwritten rights issue (the "Rights Issue") in the amount of NOK 600 million at a subscription price of NOK 10 per share (the "Subscription Price") in XXL ASA. The board of directors of the Company is of the view that the Rights Issue is in the best interests of the Company and its shareholders, and the Alternative Rights Issue will accordingly not be implemented.
The net proceeds from the Rights Issue not used to repay the NOK 200 million bridge loan announced by the Company on 6 November 2024 (the "Bridge Loan") will be used for working capital investments. These investments will support XXL's efforts in strengthening top line growth and the continued delivery on the Company's Reset & Rethink turnaround plan.
Chairman of the Board of Directors, Håkan Lundstedt, says:
“The Board is pleased with this solution, involving all the large shareholders, enabling the company to fully focus on the execution of its strategy. The proposed rights issue represents a holistic financing solution that the Board believes is in the best interest for all shareholders, and we are grateful for the shareholders’ and banks’ continued support and belief in the long-term prospects of the company. This will provide a solid platform to deliver on the Reset & Rethink turnaround plan."
Q4 2024 trading update
- Revenue recovery continues quarter over quarter since Q1 2024, with total operating revenues in Q4 2024 estimated at NOK 2.010 billion (NOK 2.049 billion) – down 2% vs LY.
- The overall market remains challenging, especially in Finland, but XXL experienced continued sales recovery in Sweden and improving sales development in Norway throughout the quarter. Given a challenging consumer sentiment during December as well as a poor winter conditions through-out the quarter, XXL has emphasized strict liquidity control and stock management by prioritizing sales volume over gross margin optimization
- Gross margin is estimated in the range of 33 - 34%, with margins improving throughout the quarter following intense end of season campaigns for capital-intensive hardware goods early in the quarter as well as sales growth during Black Weeks
- Available liquidity reserve estimated to be above NOK 300 million as of year end
- An EBITDA estimate is not provided for Q4 2024 at this date due to ongoing customary end of year accounting processes
XXL will report and present the actual fourth quarter 2024 figures on 7 February 2025.
CEO Freddy Sobin, says:
”During the fourth quarter of 2024, we experienced an increase in customer traffic and an improvement in sales performance. Our category and pricing reset, combined with compelling Black Week and Christmas offerings, have been well-received by customers, even amidst a challenging and competitive market environment. Completing the announced equity issue will enable us to further enhance our overall customer offering to reinforce our Nordic mass-market leadership position and drive top-line growth. By continuing to reclaim our value-for-money proposition across our ‘good, better, best’ product tiers, we will be well-positioned to deliver greater value to our customers while strengthening our market competitiveness..”
The Rights Issue
The net proceeds from the Rights Issue, and the Bridge Loan that is already made available to the Company are expected to provide XXL with the financing required for the Company’s current business plan, which assumes gradual improvement in market conditions and positive effects from ongoing improvement initiatives.
The Rights Issue is subject to an extraordinary general meeting of the Company (the "EGM") adopting the following resolutions (the "EGM Resolutions") to be proposed by the Board of Directors of the Company: (i) to reduce the share capital by a reduction of the nominal value of the shares from NOK 40 to NOK 0.1, (ii) to increase the share capital of the Company in connection with the Rights Issue, and (iii) to grant the Board of Directors an authorization to increase the share capital for the purpose the issuance of the Commission Shares and the Guarantee Fee Shares (each term as defined below). The Underwriters (as defined below) have undertaken to vote in favor of the EGM Resolutions. Launch of the Rights Issue is also subject to publication by the Company of the prospectus referred to below.
A total of 60 million new shares will be offered in the Rights Issue at the Subscription Price.
Shareholders of the Company as of 29 January 2025, as registered as such in the Company's shareholders' register in the Norwegian Central Securities Depository (VPS) on 31 January 2025 (the "Record Date") will be granted tradeable subscription rights ("Subscription Rights") in proportion to the number of existing shares registered in the Company's shareholders register at the Record Date. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one new share in the Rights Issue. Over-subscription with Subscription Rights will be allowed. Subscription without Subscription Rights will not be permitted.
The subscription period shall be determined by the Board, in consultation with the Global Coordinators and Frasers Group plc ("Frasers"), no later than the third trading day on the Oslo Stock Exchange preceding the Record Date (i.e. the trading day prior the extraordinary general meeting). The Board's resolution will be announced through a stock exchange announcement on the same day, and then be reflected in the final proposed resolution of the share capital increase to be voted on at the extraordinary general meeting.
Altor Invest 5 AS, Altor Invest 6 AS, (together "Altor"), Frasers, Ferd AS, and MP Pensjon PK (together, the "Underwriters") have, subject to certain customary conditions, underwritten the Rights Issue and thereby committed to subscribe for any shares offered in the Rights Issue and not subscribed for during the subscription period.
An underwriting fee of 3.15 per cent will be paid on the basis of the underwriting commitment by each Underwriter, payable in the form of new shares (the "Commission Shares") at the Subscription Price. Further, a cash break fee in the amount of up to NOK 22.1 million will be triggered under the previous underwriting agreement.
Further, certain existing shareholders among the Underwriters have guaranteed for obligations of the Company under its Amended Facilities Agreement and the Bridge Loan Agreement (both as defined in the announcement of 6 November 2024) are entitled to a guarantee fee that will be settled by the issuance of 1 million new shares in the Company ("Guarantee Fee Shares").
Altor currently owns 45.9 per cent of the total number of shares in XXL and 33.3 per cent of the ordinary voting shares (Class A Shares). In the event a subscriber other than Frasers (alone or together with other shareholders of the Company who are deemed concerting parties of the subscriber for the purpose of the mandatory offer rules in the Norwegian Securities Trading Act) by reason of the issuance of new shares in the Rights Issue and/or by reason of the issuance of Commission Shares and/or Guarantee Fee Shares otherwise would have become the owner of more than 1/3 of the voting shares in the Company, then the subscriber will for the excess allocation receive exchangeable unlisted non-voting Class B Shares.
The Company will call for the EGM to be held on or about 29 January 2025 to adopt the EGM Resolutions. Shareholders, including the Underwriters, currently representing approx. 83 per cent of the shares and approx. 79 per cent of the votes in the Company have undertaken or confirmed that they will vote in favour of the EGM Resolutions.
According to the current timetable, and subject to the approval by the EGM, the Company’s shares are expected to trade exclusive of Subscription Rights on 30 January 2025, the Record Date for the Rights Issue is expected to be 31 January 2025 and the subscription period for the Rights Issue is expected to commence during Q1 2025. The period during which the Subscription Rights are expected to be tradable is expected to commence on or about the same day as the commencement of the subscription period and until 16:30 (CET) four trading days prior to the end of the subscription period.
The Company will prepare and publish a prospectus for the Rights Issue that will include the full terms and conditions of the Rights Issue and is subject to approval by the Financial Supervisory Authority of Norway prior to publication.
All dates and other figures with respect to the Rights Issue included herein remain tentative and subject to change. Any changes will be announced at the EGM or through stock exchange announcements.
Non pursual of claims and withdrawal of investigation
Subject to the Rights Issue being completed, Frasers has confirmed to the Company that it will not pursue any claims relating to the previously proposed equity raises. Further, Frasers has confirmed that its proposal for investigation and the demand for the extraordinary general meeting in the Company called to be held on 17 January 2025 are withdrawn.
Advisors
Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, have been retained as global coordinators (the “Global Coordinators”) for the Rights Issue. Advokatfirmaet Thommessen AS is legal advisor to the Company.
DNB Markets is a part of DNB Bank ASA. DNB Bank ASA and Nordea Bank Abp, filial i Norge are lenders under the Company's Amended Facilities Agreement and Bridge Loan Agreement, and proceeds from the Rights Issue will partly, as stated, be used for repayment of the Bridge Loan.
For further queries, please contact:
Investor Relations
Tolle O. R. Grøterud
Tel: +47 90 27 29 59
E-mail: ir@xxlasa.com
Press contact
Jan Christian Thommesen
Tel: + 47 918 21 387
E-mail: presse@xxl.no
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Tolle O. R. Grøterud, Investor Relations Officer at XXL ASA, on 6 January 2025 at 18:50 CET.
ABOUT XXL ASA
XXL is a leading sports retailer with stores and e-commerce in Norway, Sweden and Finland. It is the largest among the major sports retailers in the Nordics. XXL pursues a broad customer appeal, offering a one stop shop experience with a wide range of products for sports, hunting, skiing, biking and other outdoor activities. XXL’s concept is to have the largest stores with the best prices and the widest assortment of products, focusing on branded goods.
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus, if a prospectus is published. Copies of any such prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites of Carnegie AS (https://www.carnegie.no/ongoing-prospectuses-and-offerings/), DNB Markets, a part of DNB Bank ASA (www.dnb.no/emisjoner) and Nordea Bank Abp, filial i Norge (www.nordea.com/xxl).
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Global Coordinators assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Global Coordinators are acting for the Company and no one else in connection with the Rights Issue and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.